March 7, 2018
Tronox Ltd. March 7 voluntarily dismissed its lawsuit against the Federal Trade Commission contending that the agency is dragging its feet on its challenge to the company’s proposed merger to rival titanium dioxide maker Cristal.
Titanium dioxide is the primary ingredient in white paint.
Tronox took the unusual step of suing the FTC after it brought an administrative proceeding against Tronox’s proposed merger with Cristal. Tronox said the FTC’s attempt to block the deal — without also seeking a court order — violated the Administrative Procedure Act because an administrative proceeding would drag on for too long.
Tronox said the suit was an attempt to save the deal from a certain death when the underlying merger agreement hits its “end date” on May 21. The parties announced March 1 that they agreed to extend that date to June 30 with the option to add three-month extensions until March 31, 2019. The amendment renders the suit unnecessary, Tronox told Bloomberg Law in an email.
The amendment also says that if Tronox concludes that regulatory approval isn’t likely, it can terminate the agreement before Jan. 1, 2019 without penalty. If regulators block the deal or Tronox abandons the regulatory approval process after Dec. 31, 2018, it will owe a $60 million termination fee.
Tronox had argued that the FTC’s decision to not seek an injunction robbed Tronox of the opportunity to seek a quick decision on whether the FTC’s objections to the deal have merit.
The merger’s fate is still in the hands of the administrative law judge hearing the case at the FTC, Chief ALJ D. Michael Chappell. He has set a hearing on the case for May 18. The FTC hadn’t yet answered the complaint, filed in the U.S. District Court for the Northern District of Mississippi, when Tronox dropped it.
In addition to its struggles in the U.S., the deal is under investigation in the EU for potential anticompetitive impacts. In an investor call on March 1, Tronox CEO Jeffry Quinn said that the company expects a statement of objections from the EU “in the coming weeks.” Negotiations on a possible remedy to any EU concerns will then begin in earnest, he said.
The EU’s current decision deadline for the deal is June 7.
Quinn said Tronox continues to negotiate with both U.S. and EU regulators with a goal to close the deal “as quickly as possible.”
The case is Tronox Ltd. v. Federal Trade Commission , N.D. Miss., No. 18-cv-00010, withdrawn 3/7/18 .
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